Reebok 2012 Annual Report Download - page 74

adidas Group
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2012 Annual Report
To Our Shareholders
52
2012
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01.6
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Corporate Governance Report including the Declaration on Corporate Governance
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Maintain two female members on the Supervisory Board until the
next election of the Supervisory Board in 2014.
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Increase the degree of female representation on the Supervisory
Board as of the next election of shareholder representatives and
employee representatives in 2014; the Supervisory Board strives for
at least three female members on the Supervisory Board, at least one
of them on the side of the shareholder representatives.
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Maintain the independence of all Supervisory Board members while
considering the work relationships of the employee representatives
vis-à-vis the company.
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Consider the age limit of, in general, 72 at the time of the election.
In view of the amendments to the Code resolved upon in May 2012, at its
meeting in February 2013, the Supervisory Board reviewed the objectives
for its future composition, especially the independence criteria,
determined already in February 2011. Following prior consultation,
the Supervisory Board, in principle, reconfirmed the objectives for
its composition determined in 2011. With regard to independence, it
considers that the employment contracts of the employee representatives
alone do not give any grounds to doubt their independence as defined by
the Code. The independence of all Supervisory Board members remains
one of its objectives.
The present composition of the Supervisory Board is in compliance with
the aforementioned objectives. An increase in the percentage of female
members is to be endeavoured at the next regular Supervisory Board
elections, to be held at the Annual General Meeting in 2014. In selecting
nominees, in the interest of mutually complementing cooperation
within the Supervisory Board, sufficient diversity in terms of different
professional backgrounds, expert and industry knowledge as well as
experience in, inter alia, applying accounting principles and internal
control systems are furthermore to be taken into account.
Irrespective of the consideration of these objectives and criteria, the
best interests of the company will continue to play a decisive role for
the Supervisory Board when nominating candidates for election.
The Nomination Committee was provided with the aforementioned
objectives that are to be taken into account when nominating
candidates. The Supervisory Board does not, however, have a right to
nominate candidates for the election of employee representatives to the
Supervisory Board. Notwithstanding the above, the Supervisory Board
members strive to achieve the aforementioned objectives while taking
into account the employee representatives.
The Supervisory Board supervises and advises the Executive Board in
matters relating to the management of the company. The Executive
Board reports to the Supervisory Board regularly, expeditiously and
comprehensively on business development and planning as well as the
risk situation including compliance and coordinates the strategy of the
company and its implementation with the Supervisory Board. Moreover,
the Executive Board provides the Supervisory Board with the annual
financial statements of adidas AG and the annual consolidated financial
statements of the adidas Group for its approval, taking into consideration
the auditor’s reports. Certain business transactions and measures of the
Executive Board with particular significance are subject to Supervisory
Board approval.
In order to increase the efficiency of its work, the Supervisory Board has
formed five permanent expert committees from within its members,
which, inter alia, prepare its resolutions and, in certain cases, pass
resolutions on its behalf. These committees are the Steering Committee,
the General Committee, the Audit Committee, the Mediation Committee
in accordance with § 27 section 3 MitbestG and the Nomination
Committee. In addition, the Supervisory Board has four project-related
ad hoc committees, which were established in 2009 and 2012. The
chairmen of the committees report to the entire Supervisory Board on
the results of the committee work on a regular basis. The composition of
the committees and their respective tasks can be found on our website.
Apart from the tasks and responsibilities, the Rules of Procedure of the
Supervisory Board and of the Audit Committee also set out the individual
requirements expected of the members and the procedure for meetings
and passing resolutions. These Rules of Procedure are available on our
website. The activities of the Supervisory Board and its committees in
the financial year are outlined in the Supervisory Board Report
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SEE
SUPERVISORY BOARD REPORT, P. 46.
The members of the Supervisory Board are individually responsible for
undertaking any necessary training and further education measures
required for their tasks and, in doing so, are supported by adidas AG.
The company informs the Supervisory Board regularly about current
legislative changes as well as opportunities for external training, and
provides the Supervisory Board with relevant specialist literature.
Every two years, the Supervisory Board and the Audit Committee
examine the efficiency of their work, including the collaboration with the
Executive Board. Therefore, suggestions for even better cooperation can
be made. The examination is conducted using questionnaires covering
various areas and criteria of the Supervisory Board’s work. Interviews
are also conducted with several individual Supervisory Board members.
Subsequently, the results are discussed within the Supervisory
Board and/or Audit Committee. The current efficiency examinations
commenced in December 2012. The analysis of the questionnaires was
carried out by an external consultant. The results of the Supervisory
Board’s efficiency examination were presented and discussed at the
Supervisory Board meeting in February 2013. No major efficiency
deficits were detected. The results of the Audit Committee’s efficiency
examination will be presented and discussed at one of its upcoming
meetings.
Avoiding conflicts of interest
The members of the Executive Board and Supervisory Board disclose
any conflicts of interests to the Supervisory Board without any delay.
Substantial transactions between the company and members of the
Executive Board or persons in close relationship with them require
Supervisory Board approval. The Supervisory Board reports any conflicts
of interest, as well as the handling thereof, to the Annual General
Meeting. In the year under review, neither the members of the Executive
Board nor the members of the Supervisory Board faced conflicts of
interest
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SEE SUPERVISORY BOARD REPORT, P. 46.